Duratek (NASDAQ:DRTK)
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Duratek (NASDAQ: DRTK), a provider of safe, secure
radioactive materials disposition and nuclear facility operations for
commercial and government customers, announced today that it has
executed a definitive merger agreement dated February 6, 2006,
providing for the acquisition of Duratek by EnergySolutions, a
national energy services company headquartered in Salt Lake City,
Utah. EnergySolutions will acquire all of the outstanding shares of
Duratek for $22 per share, in cash, which represents a premium of
25.7% over the closing price of Duratek's stock on February 6, 2006.
The total transaction consideration is approximately $396 million,
which includes the assumption of Duratek's outstanding debt. The
acquisition will be funded through a combination of debt to be
provided by a group of banks led by Citigroup, cash held by Duratek
and EnergySolutions, and equity provided by the owners of
EnergySolutions.
Commenting on the transaction, Dr. Prince, CEO of Duratek, stated,
"Duratek is known as a leader in protecting people and the environment
from the effects of radiation and radioactive materials. Over the past
20 years, we have achieved this position of leadership by combining
our proven technologies and services capabilities with innovation,
thereby providing integrated solutions that address our customers'
needs in the areas of nuclear materials management and radioactive
waste disposition. Yet, changing domestic and international markets
for our services present opportunities for future growth, but not
without challenges for us and for our investors. The acquisition by
EnergySolutions not only provides very significant current value for
our stockholders, but it enables Duratek to become an even more
significant service provider in its markets. We will be able to invest
more aggressively in many of the innovative technologies and
capabilities for which we are known, provide a stronger future for our
employees, and enhance our service offerings to benefit both our
customers and the environment."
Mr. Creamer, CEO of EnergySolutions, added, "The addition of
Duratek is an important milestone in the execution of EnergySolutions
evolving growth strategy. Duratek will become an integral part of our
new company, which will be a major international nuclear service
supplier committed to meeting the needs of government and the nuclear
industry. With the addition of Duratek, EnergySolutions will be well
positioned to help solve its customers' most difficult nuclear
materials management and waste disposition challenges. We are pleased
to welcome the employees of Duratek and look forward to working with
them to deliver innovation and value to our combined customers and
partners."
The transaction has been approved by the board of directors of
each company and is subject to approval by Duratek's stockholders,
regulatory approval, and other customary closing conditions contained
in the merger agreement. Duratek's board of directors is unanimously
recommending that Duratek's stockholders approve the transaction.
Duratek expects to submit the merger to stockholders for their
consideration during the second quarter of 2006 and to close the
merger promptly following receipt of stockholder and regulatory
approval.
Bear Stearns & Co., Inc. is acting as financial advisor to Duratek
in connection with this transaction. Citigroup Global Markets Inc.,
J.P. Morgan Securities Inc. and Calyon Securities (USA) Inc. are
acting as co-financial advisors to EnergySolutions in connection with
this transaction. The firms of Hogan & Hartson L.L.P. and Weil,
Gotshal & Manges LLP have served as legal counsel to Duratek and
EnergySolutions, respectively.
About Duratek
Duratek provides safe, secure radioactive materials disposition
and nuclear facility operations for commercial and government
customers.
About EnergySolutions
EnergySolutions provides services and solutions to the nuclear
energy industry. The company has the technical expertise and
state-of-the-art resources to safely and responsibly handle the
nuclear waste management process. The company utilizes its resources
to drive technological innovation and solutions. EnergySolutions is
headquartered in Salt Lake City, Utah and upon completion of this
acquisition, will manage over 2000 employees in 40 states and
internationally. EnergySolutions is owned by a private investor group
led by Lindsay Goldberg & Bessemer, Peterson Partners and Creamer
Investments. EnergySolutions was formerly known as Envirocare of Utah
LLC.
Important Additional Information and Where to Find It
Duratek will file with the Securities and Exchange Commission a
proxy statement and other documents regarding the proposed business
combination referred to in the foregoing information. Investors are
urged to read the proxy statement when it becomes available because it
will contain important information. A definitive proxy statement will
be sent to Duratek's stockholders seeking their approval of the
transaction. Investors may obtain a free copy of the proxy statement
and other documents filed by Duratek with the Commission at the
Commission's website at www.sec.gov, or by directing a request to:
Diane Brown, Corporate Secretary, Duratek Inc., 10100 Old Columbia
Road, Columbia, Maryland 21046.
Duratek, its directors, and its executive officers may be
considered participants in the solicitation of proxies in connection
with the proposed transaction. Information about the directors and
executive officers of Duratek and their ownership of Duratek stock is
set forth in the proxy statement for Duratek's 2005 annual meeting of
stockholders. Investors may obtain additional information regarding
the interests of such participants by reading the proxy statement when
it becomes available.
This press release contains "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995. These
statements are based on current expectations, forecasts and
assumptions that are subject to risks and uncertainties, which could
cause actual outcomes and results to differ materially from these
statements. Risks and uncertainties include the satisfaction of the
conditions to closing, including receipt of stockholder and regulatory
approval; general industry and market conditions; the ability of
either company to achieve future business objectives; and the risk
that the perceived advantages of the transaction, if consummated, may
not be achieved. All forward-looking statements are also expressly
qualified in their entirety by the cautionary statements detailed from
time to time in Duratek's filings with the Commission, including its
quarterly reports on Form 10-Q and its annual report on Form 10-K. The
information set forth herein speaks only as of the date hereof, and
Duratek disclaims any intention or obligation to update any
forward-looking statements as a result of developments occurring after
the date hereof.